John Fred came up with this song when he was touring southern states in 1967 behind his minor hit "Agnes English." He explained to One Shot magazine that he was looking for material for a follow up song when he found inspiration in the crowd. Said Fred: "We were playing in Florida and the girls at the time had these big old sunglasses. One of the guys was hustling this chick. She took off these glasses and she could stop a clock. I said, 'That's it.' That's what gave me the idea. I said, 'She's kind of in disguise.